American Home Shield 2013 Annual Report Download - page 185

Exhibit 10.16
AMENDMENT NO. 3
TO
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 3 to the REVOLVING CREDIT AGREEMENT (as defined below), dated as of November 27, 2013 (this
“Amendment No. 3”), is entered into among THE SERVICEMASTER COMPANY (the “Parent Borrower”), the other Loan Parties party hereto, CITIBANK,
N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Revolving Collateral Agent”) for the Lenders, and the Lenders party
hereto, and amends the Revolving Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them
in the Revolving Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Revolving Credit Agreement, dated as of July 24, 2007 (as amended as of February 2, 2011 and January 30, 2012 and as
may be further amended, supplemented or otherwise modified from time to time, the “ Revolving Credit Agreement”), was entered into among the Borrowers,
the several lenders from time to time parties thereto, the Administrative Agent, the Revolving Collateral Agent and certain other parties thereto;
WHEREAS, the Parent Borrower intends to contribute to a newly formed subsidiary (together with any successor thereto, “ TG Holding”)
certain assets and liabilities relating to the Parent Borrower’s lawn, tree and shrub care business conducted primarily under the TruGreen brand name
(including all of the equity interests in TruGreen, Inc., TruGreen Companies L.L.C., TruGreen Limited Partnership (together with any successor thereto,
“TG”) and their subsidiaries), and to distribute common stock of TG Holding to Holding, which common stock shall be further distributed by Holding to
Investment Holding (the “Separation”);
WHEREAS, in connection with the Separation, TG Holding and certain of its subsidiaries will enter into a senior secured revolving loan
credit agreement (the “TG Credit Agreement”) providing for aggregate revolving commitments of not less than $70,000,000 (the revolving commitments of each
TG Lender under the TG Credit Agreement, the “TG Revolving Commitment”) with TG as borrower, certain banks and financial institutions as lenders
(collectively, the “TG Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent;
WHEREAS, it is a condition to the initial effectiveness of the TG Credit Agreement (the date of initial effectiveness, the “ TG Revolver
Effective Date”) that the Parent Borrower and certain Lenders enter into this Amendment No. 3 to, among other things, reduce certain Commitments under the
Revolving Credit Agreement;
WHEREAS, subsection 10.1 of the Revolving Credit Agreement provides that the Revolving Credit Agreement may be amended, modified
and waived from time to time; and
WHEREAS, the Loan Parties, the Administrative Agent, the Revolving Collateral Agent and the Lenders party hereto are willing to amend
the Revolving Credit Agreement as and to the extent, and on the terms and subject to the conditions, set forth in this Amendment No. 3.